Commentary & Deal Flow

Reoffer: 4NC3: MS+58bp / 100 / 3.637% 8NC7: MS+90bp / 100 / 4.049%
Benchmark: 4NC3: OBL 2.5 29 #190 @ 99.000 / B+79.9bp / HR 96% 8NC7: DBR 2.6 15-Aug-33 @ 97.210 / B+99.8bp / HR 98%

Tranche 1 (4NC3): Final books >€1.90bn. Peak book >€2.65bn
Tranche 2 (8NC7): Final books >€1.20bn. Peak book >€1.75bn
Combined Books: Closed at c.€3.15bn

Launched:
4NC3: €1.25bn @ MS+58bp - Books >€2.20bn
8NC7: €500m @ MS+90bp - Books >€1.25bn
Spread set at: 4NC3: MS+58bp - Books >€2.65bn 8NC7: MS+90bp - Books >€1.75bn
Book Update: Combined Books > €3bn (skew to short)
IPTs: 4NC3: MS+85a 8NC7: MS+115a

• Issuer: The Bank of Nova Scotia
• LEI code: L3I9ZG2KFGXZ61BMYR72
• Program rating for Senior debt: A2 / A- / AA- / AA(low) (Moody’s/S&P/Fitch/DBRS)
• Exp Issue Ratings: A2 / A- / AA- (Moody’s/S&P/Fitch)
• Format: Senior Notes, Reg S, Category 2, Registered form (Not NSS as not ECB eligible)
• Ranking: The Notes will constitute deposit liabilities of the Issuer under the Bank Act (Canada) ranking pari passu with all present and future deposit liabilities of the Issuer except as otherwise prescribed by law and subject to the exercise of bank resolution powers under the Canada Deposit Insurance Corporation Act (the “CDIC Act”) and without any preference amongst themselves.
• Size:
  • 4NC3: €1.25bn
  • 8NC7: €500m
• Settlement: 03-Sep-26 (T+5)
• Maturity:
  • 4NC3: 06-Sep-30
  • 8NC7: 06-Sep-34
• Optional Redemption Date:
  • 4NC3: 06-Sep-29
  • 8NC7: 06-Sep-33
• Coupon:
  • 4NC3: 3.637% Fixed, Annual, ACT/ACT ICMA until the Optional Redemption Date. If not redeemed, Floating, EURIBOR 3 Month, Quarterly in arrears, ACT/360, until the Maturity Date. Annually on 06-Sep each year, commencing on 06-Sep-27 up to and including the Optional Redemption Date. Long first coupon, with the first coupon date of 06-Sep-27.
  • 8NC7: 4.049% Fixed, Annual, ACT/ACT ICMA until the Optional Redemption Date. If not redeemed, Floating, EURIBOR 3 Month, Quarterly in arrears, ACT/360, until the Maturity Date. Annually on 06-Sep each year, commencing on 06-Sep-27 up to and including the Optional Redemption Date. Long first coupon, with the first coupon date of 06-Sep-27.
• Business Day Convention: Following, Unadjusted until the Optional Redemption Date; If not redeemed, Modified following, Adjusted until the Maturity Date
• Business Day Days: London, New York, Toronto, and TARGET2
• Documentation: Issued under the Issuer’s EMTN Programme using the Issuer’s Base Prospectus dated 07-Jul-26, as supplemented (together, the “Base Prospectus”)
• Denominations: €100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000
• Listing: London Stock Exchange’s Regulated Market
• ISIN:
  • 4NC3: XS3489324114
  • 8NC7: XS3489353998
• Clearing: Euroclear / Clearstream
• Governing Law: Province of Ontario and the federal laws of Canada applicable therein
• Selling restrictions: Regulation S Category 2; TEFRA rules not applicable. Canadian sales not permitted. Prohibition of Sales to EEA and UK Retail Investors applicable. No sales into Italy. Singapore Sales to Institutional Investors and Accredited Investors only.
• Bail-in: The Notes are Bail-inable Notes, subject to conversion in whole or in part – by means of a transaction or series of transactions and in one or more steps – into common shares of the Issuer or any of its affiliates under subsection 39.2(2.3) of the CDIC Act and to variation or extinguishment in consequence, and subject to the application of the laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of the CDIC Act with respect to the Notes. For a description of Canadian bank resolution powers and the consequent risk factors attaching to Bail-inable Notes, reference is made to the Base Prospectus
• Target Market: MiFID II / UK MiFIR professionals/ECPs-only/No PRIIPs KID - Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA and the UK.
• Bookrunners: Barclays, Deutsche Bank, ING, Natixis, LBBW, Lloyds Bank Corporate Markets, Societe Generale Corporate & Investment Banking, Scotiabank
• Billing & Delivery / DM:
  • 4NC3: Natixis
  • 8NC7: Barclays
• Timing:
  • 4NC3: ToE 15h38 UKT | FTT 16h00 UKT
  • 8NC7: ToE 15h39 UKT | FTT 16h00 UKT
• Stabilisation: FCA/ICMA
• Advertisement: The Base Prospectus is available on the website of the London Stock Exchange and the Final Terms, when published, will be available on the website of the London Stock Exchange (www.londonstockexchange.com).